Report of Foreign Issuer (6-k)
June 17 2015 - 6:11AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of
Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of 1934
For the month of June, 2015
Commission File Number 001-14948
Toyota Motor Corporation
(Translation of Registrants Name Into English)
1, Toyota-cho,
Toyota City,
Aichi Prefecture 471-8571,
Japan
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F X Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Material Contained in this Report:
I. |
English translation of the Notice of Resolutions Adopted at FY 2015 Ordinary General Shareholders Meeting on June 16, 2015.
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II. |
English translation of an Extraordinary Report, as filed by the registrant with the Director of the Kanto Local Finance Bureau on June 17,
2015. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
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Toyota Motor Corporation |
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By: |
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/s/ Yasushi
Kyoda |
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Name: |
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Yasushi Kyoda |
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Title: |
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General Manager of Accounting Division |
Date: June 17, 2015
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(Securities Code 7203) |
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June 16, 2015 |
To All Shareholders: |
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President Akio Toyoda |
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TOYOTA MOTOR CORPORATION |
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1, Toyota-cho, Toyota City, Aichi Prefecture |
Notice of Resolutions Adopted at FY2015 Ordinary General Shareholders Meeting
Dear Shareholder,
The reports
made and resolutions adopted at the FY2015 Ordinary General Shareholders Meeting (the General Shareholders Meeting) today are as follows:
Reports:
Reports on business review, unconsolidated and
consolidated financial statements for FY2015 (April 1, 2014 through March 31, 2015) and report by the Accounting Auditor and the Audit & Supervisory Board on the audit results of the consolidated financial statements for FY2015
Details pertaining to the above were reported.
Resolutions:
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Proposed Resolution 1: |
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Distribution of Surplus |
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Payment of a year-end dividend of 125 yen per share was approved as proposed. |
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Combined with the interim dividend, the total amount of the annual dividends for the fiscal year ended March 31, 2015 will be 200 yen per share. |
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Proposed Resolution 2: |
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Election of 12 Members of the Board of Directors |
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Approved as proposed. The following 12 persons were elected and have assumed their positions as Members of the Board of Directors: |
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Takeshi Uchiyamada, Akio Toyoda, Nobuyori Kodaira, Mitsuhisa Kato, Seiichi Sudo, Shigeki Terashi, Shigeru Hayakawa, Didier Leroy, Takahiko Ijichi, Ikuo Uno, Haruhiko Kato, and
Mark T. Hogan. |
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Messrs. Ikuo Uno, Haruhiko Kato, and Mark T. Hogan satisfy the requirements to be qualified as Outside Members of the Board of Directors as stipulated in Article 2, Item 15 of
the Companies Act. |
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Proposed Resolution 3: |
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Election of 4 Audit & Supervisory Board Members |
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Approved as proposed. The following 4 persons were elected and have assumed their positions as Audit &
Supervisory Board Members: Masahiro Kato, Yoshiyuki Kagawa, Yoko Wake, and
Hiroshi Ozu. |
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Ms. Yoko Wake and Mr. Hiroshi Ozu satisfy the requirements to be qualified as Outside Audit & Supervisory Board Members as stipulated in Article 2, Item 16 of the Companies
Act. |
1
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Proposed Resolution 4: |
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Election of 1 Substitute Audit & Supervisory Board Member |
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Approved as proposed. The following person was elected as a substitute Audit & Supervisory Board Member: |
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Ryuji Sakai. |
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Mr. Ryuji Sakai is a substitute Outside Audit & Supervisory Board Member for either Ms. Yoko Wake, Mr. Teisuke Kitayama, or Mr. Hiroshi Ozu who are currently Outside Audit
& Supervisory Board Members. |
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Proposed Resolution 5: |
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Payment of Bonuses to Members of the Board of Directors |
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Approved as proposed. The Members of the Board of Directors in office as of the end of FY2015 will be paid a total amount of 885,300,000 yen as executive
bonuses. |
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Proposed Resolution 6: |
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Partial Amendments to the Articles of Incorporation |
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Approved as proposed. In accordance with the change in the scope of Members of the Board of Directors and Audit & Supervisory Board Members with whom
limited liability agreements may be concluded, the necessary amendments was made to the Articles of Incorporation of TMC. |
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Proposed Resolution 7: |
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Partial Amendments to the Articles of Incorporation and Delegation to Our Board of Directors of the Power to Determine Offering Terms in Connection with Issuance of Class
Shares |
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Approved as proposed. The amendments to the Articles of Incorporation pertaining to the establishment of Model AA Class Shares in order to enable us to
issue such shares was made to the Articles of Incorporation of TMC. In addition, pursuant to Articles 199 and 200 of the Companies Act, the power to determine offering terms for issuance of the offered shares was delegated to
the Board of Directors. |
2
At the Board of Directors meeting held today after the conclusion of the General
Shareholders Meeting, 8 persons were elected as Members of the Board of Directors with special titles and assumed their respective positions.
Chairman of the Board of Directors Takeshi Uchiyamada, President Akio Toyoda, Executive Vice Presidents Nobuyori Kodaira, Mitsuhisa Kato, Seiichi Sudo, Takahiko Ijichi, Didier Leroy, and Shigeki Terashi
were elected and assumed their positions as Representative Directors.
The new Members of the Board of Directors,
Audit & Supervisory Board Members, Senior Managing Officers, and Managing Officers are as follows:
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Chairman of the Board of Directors |
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Takeshi Uchiyamada |
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Member of the Board of Directors |
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Ikuo Uno |
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President |
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Akio Toyoda |
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Member of the Board of Directors |
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Haruhiko Kato |
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Executive Vice President |
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Nobuyori Kodaira |
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Member of the Board of Directors |
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Mark T. Hogan |
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Executive Vice President |
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Mitsuhisa Kato |
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Full-time Audit & Supervisory Board Member |
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Masaki Nakatsugawa |
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Executive Vice President |
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Seiichi Sudo |
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Full-time Audit & Supervisory Board Member |
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Masahiro Kato |
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Executive Vice President |
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Takahiko Ijichi |
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Full-time Audit & Supervisory Board Member |
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Yoshiyuki Kagawa |
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Executive Vice President |
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Didier Leroy |
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Audit & Supervisory Board Member |
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Yoko Wake |
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Executive Vice President |
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Shigeki Terashi |
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Audit & Supervisory Board Member |
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Teisuke Kitayama |
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Member of the Board of Directors |
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Shigeru Hayakawa |
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Audit & Supervisory Board Member |
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Hiroshi Ozu |
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Senior Managing Officers |
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Hirofumi Muta |
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Koei Saga |
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Soichiro Okudaira |
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Kazuhiro Miyauchi |
Shigeru Hayakawa * |
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Tokuo Fukuichi |
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Satoru Mouri |
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Toshiyuki Mizushima |
Keiji Masui |
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Kiyotaka Ise |
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Moritaka Yoshida |
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Osamu Nagata |
Hiroji Onishi |
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James E. Lentz |
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Mitsuru Kawai |
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Shigeki Tomoyama |
(Note) The asterisk (*) indicates that the officer
doubles as a Member of the Board of Directors of TMC. |
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Managing Officers |
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Steve St. Angelo |
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Hayato Shibakawa |
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Hiroyuki Fukui |
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Takeshi Isogaya |
Johan van Zyl |
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Shinya Kotera |
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Koki Konishi |
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Jiro Kawamoto |
Kazuhiro Kobayashi |
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Tetsuya Otake |
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Yasuhiko Sato |
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Yuji Maki |
Kazuo Ohara |
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Kazuhiro Sato |
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Masayoshi Shirayanagi |
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Yoichi Miyazaki |
Riki Inuzuka |
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Tatsuro Takami |
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Mark S. Templin |
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Tetsuo Ogawa |
Shinji Kitada |
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Kyoichi Tanada |
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Takashi Yamamoto |
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Hiroaki Okuchi |
Masahisa Nagata |
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Tatsuro Ueda |
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Hiroki Nakajima |
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Christopher P. Reynolds |
Takeshi Numa |
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Karl Schlicht |
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Julie Hamp |
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This document has been translated from the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the
translation. |
3
(Translation)
Cover Page
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Document Name: |
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Extraordinary Report |
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Filed with: |
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The Director General of the Kanto Local Finance Bureau |
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Filing Date: |
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June 17, 2015 |
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Corporate Name: |
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Toyota Motor Corporation |
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Name and Title of Representative: |
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Akio Toyoda, President |
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Location of Head Office: |
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1 Toyota-cho, Toyota City, Aichi Prefecture |
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Telephone Number: |
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(0565)28-2121 |
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Name of Contact Person: |
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Nobukazu Takano, Project General Manager, Accounting |
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Division |
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Nearest Contact Location: |
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4-18, Koraku 1-chome, Bunkyo-ku, Tokyo |
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Telephone Number: |
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(03)3817-7111 |
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Name of Contact Person: |
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Hideki Fujii, General Manager, Media Relations |
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Department, Public Affairs Division |
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Places of Public Inspection of the Extraordinary Report: |
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Tokyo Stock Exchange, Inc.
(2-1, Nihonbashi Kabuto-cho, Chuo-ku, Tokyo)
Nagoya Stock Exchange, Inc. (8-20, Sakae
3-chome, Naka-ku, Nagoya) Fukuoka Stock Exchange (14-2, Tenjin 2-chome, Chuo-ku, Fukuoka) Sapporo Securities Exchange
(14-1, Minamiichijo-nishi 5-chome, Chuo-ku,
Sapporo) |
Toyota Motor
Corporation (TMC) is filing this Extraordinary Report pursuant to Article 24-5, Paragraph 4 of the Financial Instruments and Exchange Law and Article 19, Paragraph 2, Item 9-2 of the Cabinet Office Ordinance relating to the
Disclosure of Corporate Affairs, Etc. to report the approval of resolutions at the FY2015 Ordinary General Shareholders Meeting (the General Shareholders Meeting) of TMC.
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(1) |
Date on which the General Shareholders Meeting was held: |
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(2) |
Details of the proposed resolutions voted on at the General Shareholders Meeting: |
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Proposed Resolution 1: |
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Distribution of Surplus |
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a. Allocation of dividend assets and the total amount of dividends: |
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Payment of 125 yen per share of common stock
(Total amount of dividends: 393,351,703,875 yen) |
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b. Effective date of distribution of surplus: June 17, 2015 |
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Proposed Resolution 2: |
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Election of 12 Members of the Board of Directors |
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It was proposed that the following 12 persons be elected as Members of the Board of Directors: |
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Takeshi Uchiyamada, Akio Toyoda, Nobuyori Kodaira, Mitsuhisa Kato, Seiichi Sudo, Shigeki Terashi, Shigeru Hayakawa, Didier Leroy, Takahiko Ijichi, Ikuo Uno, Haruhiko Kato, and
Mark T. Hogan. |
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Proposed Resolution 3: |
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Election of 4 Audit & Supervisory Board Members |
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It was proposed that the following 4 persons be elected as
Audit & Supervisory Board Members: Masahiro Kato, Yoshiyuki Kagawa, Yoko Wake, and Hiroshi Ozu. |
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Proposed Resolution 4: |
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Election of 1 Substitute Audit & Supervisory Board Member |
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It was proposed that Ryuji Sakai be elected as a substitute Audit & Supervisory
Board Member. |
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Proposed Resolution 5: |
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Payment of Bonuses to Members of the Board of Directors |
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In consideration of the results for FY2015 and other factors, the 12 Members of the Board of Directors (excluding Outside Members of the Board of Directors) in office as of the
end of FY2015 will be paid a total amount of 885,300,000 yen as bonuses. |
- 1 -
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Proposed Resolution 6: |
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Partial Amendments to the Articles of Incorporation |
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In accordance with the change in the scope of Members of the Board of Directors and Audit & Supervisory Board Members with whom limited liability agreements may be concluded,
it was proposed the necessary amendments be made to the Articles of Incorporation. |
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Proposed Resolution 7: |
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Partial Amendments to the Articles of Incorporation and Delegation to Our Board of Directors of the Power to Determine Offering Terms in Connection with Issuance of Class
Shares |
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It was proposed that the amendments to the Articles of Incorporation pertaining to the establishment of Model AA Class Shares be made in order to enable TMC to issue such shares.
In addition, pursuant to Articles 199 and 200 of the Companies Act, it was proposed that the power to determine offering terms for issuance of the shares be delegated to the Board of Directors. |
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(3) |
Number of affirmative votes, negative votes or abstentions in respect of the resolutions described above, requirements for the
approval of such resolutions and results of voting: |
(Proposed by TMC)
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Resolutions
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Number
of affirmative
votes |
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Number of negative
votes |
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Number of abstentions
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Number of voting
rights held
by shareholders present at the meeting |
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Results of voting |
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Ratio
of affirmative votes (%) |
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Approved/
Disapproved |
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Proposed Resolution 1 |
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26,170,261 |
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12,564 |
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35,076 |
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26,423,343 |
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99.04 |
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Approved |
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Proposed Resolution
2 |
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Takeshi
Uchiyamada |
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25,415,187 |
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747,868 |
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55,007 |
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26,423,323 |
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96.18 |
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Approved |
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Akio Toyoda |
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25,925,553 |
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237,707 |
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54,815 |
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26,423,336 |
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98.11 |
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Approved |
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Nobuyori Kodaira |
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25,792,638 |
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323,428 |
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102,003 |
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26,423,330 |
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97.61 |
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Approved |
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Mitsuhisa Kato |
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25,796,627 |
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319,519 |
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101,922 |
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26,423,329 |
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97.62 |
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Approved |
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Seiichi Sudo |
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25,796,762 |
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319,384 |
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101,923 |
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26,423,330 |
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97.62 |
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Approved |
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Shigeki Terashi |
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25,796,887 |
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319,260 |
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101,921 |
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26,423,329 |
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97.62 |
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Approved |
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Shigeru Hayakawa |
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25,780,974 |
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335,159 |
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101,936 |
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26,423,330 |
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97.56 |
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Approved |
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Didier Leroy |
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25,779,931 |
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336,208 |
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101,929 |
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26,423,329 |
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97.56 |
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Approved |
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Takahiko Ijichi |
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25,796,604 |
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319,540 |
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101,925 |
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26,423,330 |
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97.62 |
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Approved |
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Ikuo Uno |
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24,577,285 |
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1,602,497 |
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38,284 |
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26,423,327 |
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93.01 |
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Approved |
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Haruhiko Kato |
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26,012,945 |
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186,510 |
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18,622 |
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26,423,338 |
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98.44 |
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Approved |
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Mark T. Hogan |
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22,809,624 |
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3,375,122 |
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33,318 |
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26,423,325 |
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86.32 |
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Approved |
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Proposed Resolution
3 |
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Masahiro Kato |
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24,880,435 |
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1,272,865 |
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64,605 |
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26,423,322 |
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94.16 |
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Approved |
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Yoshiyuki Kagawa |
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24,880,045 |
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1,273,265 |
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64,594 |
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26,423,321 |
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94.15 |
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Approved |
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Yoko Wake |
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25,625,181 |
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574,474 |
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18,253 |
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26,423,325 |
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96.97 |
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Approved |
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Hiroshi Ozu |
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26,174,046 |
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25,546 |
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18,333 |
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26,423,342 |
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99.05 |
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Approved |
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Proposed Resolution
4 |
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26,126,575 |
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26,741 |
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64,599 |
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26,423,341 |
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98.87 |
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Approved |
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Proposed Resolution
5 |
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26,027,161 |
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153,240 |
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37,527 |
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26,423,334 |
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98.50 |
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Approved |
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Proposed Resolution
6 |
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26,162,852 |
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36,648 |
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18,407 |
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|
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26,423,342 |
|
|
|
99.01 |
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Approved |
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Proposed Resolution
7 |
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19,873,477 |
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6,308,936 |
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35,380 |
|
|
|
26,423,323 |
|
|
|
75.21 |
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Approved |
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- 2 -
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Note: |
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1. |
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Number of affirmative votes, Number of negative votes and Number of abstentions include the aggregate affirmative votes,
negative votes and abstentions, respectively, exercised in writing or by means of electronic transmission as well as affirmative votes and negative votes, respectively, exercised by shareholders present at the General Shareholders
Meeting. |
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2. |
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Number of voting rights held by shareholders present at the meeting is the aggregate number of voting rights exercised in writing or by means of
electronic transmission and the number of voting rights held by all shareholders present at the General Shareholders Meeting. |
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3. |
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The requirements for approval of each resolution are as follows: For Proposed Resolutions 1 and 5, a majority vote of the shareholders present at the General Shareholders Meeting; For Proposed Resolutions 2, 3, and 4, a majority vote of the shareholders present at the General Shareholders Meeting who hold shares representing in aggregate not less than one-third (1/3) of the
voting rights of all shareholders who are entitled to vote; and For Proposed Resolutions 6 and 7, not less than two-thirds (2/3) of the votes
of the shareholders present at the General Shareholders Meeting who hold shares representing in aggregate not less than one-third (1/3) of the voting rights of all shareholders who are entitled to vote.
In addition, each number of voting rights held by shareholders present at the meeting includes the number of voting rights exercised in writing or by
means of electronic transmission. |
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(4) |
Reasons for not including certain voting rights held by shareholders present at the meeting in the number of voting rights: |
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The aggregate number of voting rights exercised prior to the General Shareholders Meeting and the voting rights which were confirmed by
certain shareholders present at the General Shareholders Meeting to represent approval or disapproval of each of the proposed resolutions were sufficient to meet the requirements to approve all of the proposed resolutions. Accordingly, voting
rights which were held by the shareholders present at the General Shareholders Meeting but for which approval or disapproval of each proposed resolution could not be confirmed were not counted. |
- 3 -
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